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Limited Liability Companies

LIMITED LIABILITY COMPANY (Cyprus)

Limited Liability Companies by shares are the most popular amongst foreign investors for registering a Private Company. The companies are formed for the purposes of holding of investments (i.e. shares in other companies), for exercising trading activities and for holding of real estate properties.

A Cyprus Limited Liability Company may be created in Cyprus as a legal entity by being registered under the provisions of the Companies Law, CAP 113. The Companies Law is based on English Law. The characteristic of a limited liability Company is that the liability of shareholders is limited to the nominal value of the shares subscribed by them.

Reporting obligations

A limited liability company has the following annual reporting obligations:

  • The financial statements of a company should be audited by Cypriot certified public accountants. The annual audited Financial Statements are filed to the Registrar of Companies.
  • On an annual basis along with the audited financial statements a company should submit to the Registrar of Companies an Annual Return in a predetermined form indicating the share capital, the registered shareholders, the directors, secretary and registered office. Any allotment of new shares and changes to the other details mentioned above, must also be filed and registered with the Registrar of Companies.
  • On annual basis and based on the Audited Financial Statements the auditor and/ or tax consultant of the company should submit to the Department of Inland Revenue the Corporate Tax form IR4.

Registration

The registration of a Company in Cyprus, particularly a private Company limited by shares, is completed within a period of about ten days, although this period may be extended if necessary.

The following particulars are needed for the registration:

Name of the Company - The first step for the registration of any company in Cyprus is to obtain approval of the proposed name of the company from the Registrar of Companies. It is recommended that more than one name be proposed so as to facilitate approval.

Share Capital - The Company’s share capital is expressed in Euro and is divided into shares of any value, again expressed in Euro. The Company’s share capital may also be expressed in another currency for example in USD.
Authorised or Nominal Capital is the total capital, which the Company is allowed to issue to shareholders.
Paid up Capital is that part of the Authorised Capital which has been issued to, and paid up by, the shareholders.
There are no restrictions with regards to the denomination of the shares but normally the Capital is divided into shares of Euro 1 each.

Directors - The company must have at least one Director but it is recommended that at least two Directors be appointed. For every Director the following information is required: full name, nationality, address, profession and copy of passport. Directors may be Cypriots or Foreigners. However it should be noted that the residency of the directors of a Cyprus Company is a key factor in determining whether the Company is resident in Cyprus or not for tax purposes.

Shareholders - The Company must have at least one registered shareholder. For every shareholder the following is required for the registration of the company: full name, nationality, address, profession and number of shares to be taken up.
A foreign corporation may be a shareholder of a Cyprus Company and in such a case its basic incorporation documents should be provided.

Anonymity - Owners of shares who do not wish to appear as registered shareholders may appoint nominees to act for them as registered shareholders, whilst the actual ownership shall rest with the beneficial owners of the shares. Nominee shareholders may be Cypriots or foreigners. It is the practice to appoint the company which undertakes the incorporation of the company to arrange the nominee shareholding through its members or through companies fully controlled by it. Issue of shares to bearer is not allowed.

Secretary - The Company must have a Secretary. The Secretary acts under the control and instructions of the Directors, keeps the Company’s statutory registers and performs ministerial functions of a non-executive character. For practical reasons, it is usual to appoint as Secretary a member of, or a company controlled by, the firm establishing the Company.

Registered office - Every company must have a registered office in Cyprus. The registered office is the address where writs, notices and other official documents can be served upon the Company. Companies established in Cyprus are free to operate from the offices of lawyers, accountants, other service providers or from their own offices should they decide to set up management offices in Cyprus.


Company’s Memorandum and Articles of Association

This is the constitutional charter of the Company and is drafted by a local advocate. It is divided into two parts:

(i) the Memorandum of Association, which primarily includes the objects and powers of the Company particularly as regards its dealings with the outside world, its limited liability character and its authorised capital, and
(ii) the Articles of Association, which comprises the Regulations under which the Company operates as a legal entity and regulates the rights of the shareholders amongst themselves.

Full sets of registration documents (Certificate of Incorporation, Memorandum and Articles of Association, Certificate of Directors & Secretary, Certificate of Shareholders and Certificate of Registered Office), are provided as soon as the Company is registered.

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